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Copyright 2015 by the General Conference of Seventh-day Adventists®. All rights reserved. The information is provided for training purposes only and is not intended nor should it be used as legal counsel. This program may not be used or reformulated for any commercial purposes; neither shall it be published by any person or agency other than an official organizational unit of the Seventh-day Adventist® Church, unless prior written authorization is obtained from the General Conference of Seventh-day Adventists® Office of Global Leadership Development. Subject to the foregoing terms, unlimited permission to copy or use this program is hereby granted upon inclusion of the copyright notice above.
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Most leadership training is for individualized positions of responsibility. Most major decisions are made in groups.
Institutional success is ultimately the responsibility of the board/exec committee.
Effective group decisions do not arise spontaneously. They result from deliberate designs in structure and social dynamics.
Good governance builds membership trust.
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Ecclesiastical system
“Executive Committee”
Each entity part of a chain of organizations
Many employees--voting members of exec comm
Ex Com chair—internal
3 officers accountable to Exec Comm
More involved—mngmnt
Unincorporated status
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Institutional system
“Board of Trustees”
Each entity a ‘standalone’ organization
Few employees—voting members of board
Board chair—external
CEO primarily accountable to board
Less involved—mngmnt
Incorporated status
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Both systems can function effectively
Effective functioning of the system requires:
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Skilled leadership in group decision-making
Group members with diversity of competencies appropriate to the business
Intentionality about mission

“…there is one thing all boards have in common, regardless of their legal position. They do not function.”
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Peter Drucker
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Shakes and tremors (time consumed with unproductive activity)
Dialog deficit disorder (leads to irritable trustee syndrome)
Disorientation (making decisions without sufficient information)
Glassiopia (cloudy vision, shortsighted mission
Paralysis (inability to address most urgent matters)
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Yesterday
Treatment of disease
Focus on patients
Physicians as customers
Fee for service
Quantity
Volume—services provided
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Today and Tomorrow
Preservation of health
Focus on populations
Physicians as partners
Pay for value
Quality
Value—outcomes achieved
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Competency of directors
Culture of the boardroom
Care of fiduciary obligations
Conduct of essential functions
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Personal
Reputation (integrity)
Time and commitment
Objectivity in thinking
Ability to function beyond ‘self-interest’
Team member or soloist
Social behavior
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Professional
Training/education
Experience
Skill and judgment
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Attend meetings regularly
Do their homework, come prepared
Disclose potential conflicts of interest
Understand the organization and its work
Recognize and respond to warning signals
Maintain confidentiality of ‘inside’ info
Challenge assumptions and refrain from excessive deference to management
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Competency of directors
Culture of the boardroom
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Strategy/Procedures/
Programs/Policies
Organizational culture
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“…the highest-performing companies have extremely contentious boards that regard dissent as an obligation and that treat no subject as un-discussable.”
—Sonnenfeld
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Attitude
Attention
Atmosphere
Altitude
• Commitment to excellence
• Enthusiasm about mission
• Effective use of time
• Focus on strategic issues
• Safe to talk
• Good group dynamics
• Governance not management
• Big picture/future perspective
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Deference to the view of the leader or influential spokesperson for an idea
Uncritically supporting an idea because it appears to be popular
Unwillingness to listen to dissent
Unwillingness to express dissent in order to retain a favorable opinion of others
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Competency of directors
Culture of the boardroom
Care of fiduciary obligations
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Care
Loyalty Obedience
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 Someone who acts for and on behalf of another in a relationship of trust.
 Requires action at all times for the sole benefit and interest of the one who trusts.
 Therefore, a ‘board of trustees’ acts not in its own interest but in the interest of the
‘owners’ of the institution.
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What does it mean:
The manner in which the board makes decisions and oversees the institution.
What to look for:
Board education and orientation for new trustees
Trustees attend meetings regularly
Trustees receive background material ahead of time
Decisions reflect best interest of the organization
Timely presentation of materials
Access to experts and opinions
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What does it mean:
Faithfulness to the organization and its mission
What to look for:
Position not used for personal advantage
Conflict of interest disclosures
Undivided allegiance when making decisions
Maintaining confidentiality of privileged info
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What does it mean:
Faithfulness to corporate purpose and mission
What to look for:
Compliance with governance documents
Compliance with laws
Fulfilling commitments (to owners, to employees, to clients, to community, to government)
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State corporation laws—as applied by the attorney general
State and federal regulatory agencies
State and federal legistlatures
State and federal courts, bankruptcy courts
Public policy groups
Third parties whose rights and interests can be affected by fiduciary conduct (creditors and bondholders)
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Competency of directors
Culture of the boardroom
Care of fiduciary obligations
Conduct of essential functions
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Quality and patient safety
Finance
Strategy
Management
(select, appoint, hold accountable)
Board development
Institutional viability
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The complexity of organizations and their conduct in society requires an increasing sophistication and attentiveness to governance.
Board members need to work harder, faster, smarter and longer.
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Maintain institutional focus on mission
Display good group dynamics
Represent range of expertise needed
Respect and monitor compliance with law
Select competent management—and hold management accountable
Shape the future, not idealize the past
Protect, utilize and build resources
Exhibit mindset for continuous improvement
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Adequate frequency of meetings
Agenda development and management
Appointment and delegation of responsibility to committees
Use of board-focused technology
Board policy formulation
Board member orientation and training
Board self-assessment
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